Michael Crockett, Co-Founder and Managing Editor, AimZine, London, England
Did you know that there are 57 U.S. companies listed on London's AIM? Furthermore, did you know that U.S.-based London AIM-listed companies have outperformed the London AIM index over the last three years by a considerable margin?
Did you know that there are 57 U.S. companies listed on London's AIM? Furthermore, did you know that U.S.-based London AIM-listed companies have outperformed the London AIM index over the last three years by a considerable margin?
These facts I gleaned from a fascinating conversation I had with Mark
McGowan, Managing Director of US-based AIM Advisers, Inc. Mark founded
AIM Advisers in 2001 to help US companies who wish to list on the London Stock Exchange's AIM. As a former Finance Director of AIM-listed DDD Group he is well
qualified to assist US companies, particularly in the lead up to an Initial
Public Offering (IPO) on London's AIM.
Potential
My first question was naturally: ‘what are the benefits to a US Company
to list on the London Stock Exchange's AIM?’ The answer is that for
the right companies there are considerable advantages and Mark is optimistic
that these compelling reasons will help him to attract significant further business
over the coming years.
Mark spent the early years focused on building relationships in London,
most notably with AIM Nominated Advisers (Nomads) and AIM Nominated Brokers. Since
then, Mark has focused the majority of his attention on marketing activities in
the US and serving clients. When I spoke
to Mark in mid-May he was in Houston, almost half way through a 12-week driving
tour covering seven key US cities - Phoenix, Austin/San Antonio, Houston,
Dallas, St. Louis, Minneapolis/St. Paul and Denver/Boulder. On this business development tour Mark is
presenting to key advisors such as accountants and lawyers and key investors
such as VCs and PEGs. In the first 4
weeks Mark had already completed 70 meetings.
Mark explains that the goal is to make advisors and investors aware
that the London Stock Exchange's AIM is an option for US companies when seeking their next stages of growth
capital and access London AIM-listed shares for acquisitions. Many of the firms he has met to date have had
little awareness of the considerable attractions of London's AIM. However, Mark’s view is that US companies
need to tick a number of boxes before considering a London Stock Exchange AIM IPO.
Mark has been pleased with the interest shown in London's AIM by US advisors and
investors and, when looking at the benefits, it is not difficult to understand
the interest.
AIM vs. NASDAQ
Small US growth companies often aspire to list on the US NASDAQ
exchange. However, London's AIM can provide
similar benefits to NASDAQ but with some considerable savings. The cost of an IPO on the London Stock Exchange's AIM is broadly similar
to the cost of listing on the US NASDAQ exchange. However, London's AIM has a significant advantage when
comparing the costs of maintaining the listing due to the high regulatory
burden in the US, where companies need to comply with the requirements of the
Exchange Act and Sarbanes-Oxley (SOX).
However, it is not just a matter of cost. Mark told AimZine: ‘I think a more fundamental point from a U.S. company's
point-of-view, beyond less regulation and less cost on London's AIM vs. NASDAQ, is
that a company with a market capitalization of $100 million will actually be
paid attention to on London's AIM since it will be in the top 15%. I describe this
main benefit to those with whom I am meeting as the opportunity for a quality,
growth-oriented U.S. company to be a 'big fish in a small pond' on London's AIM.
London AIM investors will actually care about a company of this size on London's AIM and equity
research will be written. On NASDAQ, 1,000 of the 2,800 companies have a
market cap, below $100 million but no one cares about these small companies
which are often described as NASDAQ's orphans. Less regulation and less
cost on London's AIM is just a follow-on benefit. What the company really wants is
the ability to raise capital and get noticed so that they can use their London Stock Exchange AIM-listed shares for acquisitions and/or attract the attention of larger corporates who
may consider paying a significant premium over the London AIM market price to acquire the
company which is what I call the 'Trojan Horse Strategy'.’
In his presentation Mark suggests that to be suitable for a London AIM IPO, a US
Company should be profitable, or close to profitability, and be able to command
a market capitalisation of over $24 million. At this level there is scope to grow to around
$500 million where it then begins to make sense to list on NASDAQ, given the
liquidity and valuation advantages. A $500
million company should be big enough to bear the internal and external costs of
the Exchange Act and SOX.
One key message that is conveyed is that London's AIM is a ‘real stock exchange’
and the company needs to have the right mindset before embarking on the process
of listing. For example, the due
diligence required for a London AIM IPO is no less than that required for NASDAQ.
Two common questions that have arisen from US advisors and investors
concern the availability of institutional capital on London's AIM and liquidity on London's AIM. On the former point the London Stock Exchange's AIM
scores well as a significant number of institutions have fairly ‘deep pockets’
and quality US companies have proved to be popular with these institutions. On the liquidity point, Mark is confident that
a good company with the right AIM Nominated Broker(s) and financial PR/IR firm can achieve a
fair valuation with plenty of interest in their shares.
Significant Savings
When looking at the costs of ongoing listing, AIM Advisers estimates
that a NASDAQ listing will cost $2 - $3 million per year compared to $320 -
$480 thousand on London's AIM. This is one of the
reason AIM Advisers offers for why companies under $500 million may be better
served on the London Stock Exchange's AIM. Therefore, it is
surprising to note that 75% of the 2,800 companies on NASDAQ are capitalized at
less than $500 million.
Mark explains: ‘The reason why
many of these 2,100 companies on NASDAQ do not delist or utilize AIM's
Designated Markets Route and then delist is because they already have more than
500 shareholders and would have to comply with the Exchange Act and SOX anyway.
The genie is out of the bottle and it is impossible to put him back in.
This is a key point for a U.S. company considering its next steps. I
think many would be better served by taking their (suitable) $50 million, $100 million,
$150 million market cap. company to London's AIM with a 3 - 5 year view and see if they
can actually grow the business as they believe they can and, if so, great, now
they're ready for primetime; dual list on NASDAQ and either strike off the London AIM
listing or, more likely, move it up to the Main Market of the London Stock Exchange where even more
investors are able to invest. My role in acting as a strategic adviser to
the company is key in terms of being able to identify the most suitable AIM Nominated Advisers (Nomads) and
AIM Nominated Brokers along the key attributes of reputation, sector and size focus, initial
and secondary capital raising ability, sectoral equity research analysts and,
finally, the all-important sales and trading aftermarket on London's AIM since much of the
economic incentive for the AIM Nominated Broker vanishes after the London AIM IPO but the company wants
to ensure that its London Stock Exchange AIM-listed shares are liquid since a core strategy of many is to be
able to use those shares for acquisitions.’
One interesting statistic in comparing London's AIM with NASDAQ is that 62% more
capital has been raised on London's AIM than NASDAQ since 2005.
Mark is keen to stress that the London Stock Exchange's AIM is not right for everyone and as well
as the size and profitability criteria, he believes it is preferable for the
candidate company to have some overseas exposure, ideally with some business in
or plans for Europe.
Once a company has decided that it is interested in a London AIM listing, AIM
Advisers will work with the company to determine the suitability of a London Stock Exchange AIM IPO
by viewing the company through the eyes of potential AIM Nominated Advisers (Nomads) and AIM Nominated Brokers,
assisting with their selection and the appointment of the various other key
advisors as well as supporting the company with three hands-on services through
the London AIM IPO process.
AimZine Comment: We will be
keeping watch for further suitable U.S. companies completing IPOs on London's AIM, particularly those that are
assisted by AIM Advisers. Mark views London's AIM
as a 3 - 5 year ‘bridge’ to grow quality companies from $24 million to $500
million. UK Private Investors may be
keen to help such companies across that bridge!
Mark McGowan is the Founder and Managing
Director of AIM Advisers, Inc., a California-based business that helps small
and medium-sized, growth-oriented US companies complete IPOs on London's AIM. Mark
was the chief financial officer of DDD Group plc, a London AIM-listed company with
its corporate headquarters in the US. Mark is a qualified accountant,
having previously worked for Grant Thornton in Los Angeles, Hong Kong and
throughout the Asia-Pacific region.